Most of the characters from the book are present but in very unexpected forms. The white rabbit takes the form of a real taxidermied rabbit, the Mad Hatter is a decaying marionette, and the caterpillar is a sock with dentures and giant glass eyes which it sews shut when it sleeps.

Adding to the nightmarish atmosphere of the film, the soundtrack consists of long silences broken up by the louder than life sounds of ratchets, grating metal, and splintering wood. These sounds are intensified by the lack of any kind of musical score.

This is truly one of the best versions of this story that I've ever witnessed.